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He Said, She Said: How Liz Phair Took the Rolling Stones to 'Guyville'

As Jagger and Co. celebrate 'Exile on Main Street,' Phair revisits her 1993 response record

Liz Phair was apartment-sitting in Chicago, thumbing through a box of cassettes, when the Rolling Stones' Exile on Main Street caught her eye. "I remember telling my boyfriend I wanted to write a record but I didn't know how," she says. "I was a visual arts major and I concocted the idea that I needed a template — learn from the greats." She started asking questions: Was it an important album? Did it sell a lot of copies? "He was like, yeah, it was a huge record for them, but it's a double record, Liz." Then he hit a nerve. "I can remember him sort of joking, 'You should totally do that,' but being sarcastic, as if I couldn't possibly," Phair tells Rolling Stone. "And I remember in that moment being like really."

Phair was pissed off, stoned, obsessive-compulsive, crushing on an unattainable rocker, and underemployed: a perfectly warped creative storm. "I had tons of dream time," she says, and began an intense relationship with Exile on Main Street. "I would really pretend that all the answers to all my questions were in Mick's lyrics and this record, and I would dream I was having this conversation." In 1993, her own 18-song disc Exile in Guyville arrived, touted as a "track-by-track response" to the Stones' double LP. But how did she do it? And what did the Stones think? As Mick Jagger and Co. celebrate the arrival of their Exile on Main Street reissue, Rolling Stone asked Phair to dive back into Guyville to set the record straight.

You assembled Guyville like a puzzle: you were imagining the questions, and Mick Jagger was answering them? Exactly, and I was like, oh that's what you were doing last night. It fit so perfectly our neighborhood and the age we were. We were living kind of outside of society, me especially. I would write down the song from Exile and I had a code — there were stars, squares, circles, spiral lines, at least eight symbols that each meant something. Let's say a square meant it was a big song on the record in terms of fully arranged, and a wavy line would mean they used a lot of reverb and it was watery and atmospheric. Then I would go through my songs and do the same thing.

So "6'1" " equates to "Rocks Off." In his lyrics he's coming back from a night out, he's doing the walk of shame. It's early morning, and he runs into someone who he's obviously had a relationship with. She's up in the morning because she's up in the morning like a normal person, and he's coming home, probably still drugged and delirious — this is what I glean from the lyrics — and she's giving him the uh huh, you're obviously sleeping with someone and it isn't me look, and he's like, look man, I can't even get into it because I'm kind of tripping out, I only get the rocks off in the morning — that's how far gone he is. So I play the part of the woman he runs into on the street, and I'm going like, "Oh yeah, and I hated you, I bet you've fallen..." On other songs I would be in agreement instead of arguing with Mick, where I'd be like, yes, I too have seen a rock & roll hero who's sort of a bum and I think he's really tragic and beautiful — "Glory."

You've said the dominant emotion fueling this project was determination. I was so disrespected. Being a woman in music back then, at least the level I was, was like being their bitch. Sit there, look pretty, bring us drinks and we'll talk about what music is good and bad. And it was almost understood that women's taste in music was inferior. There were a few ballsy women who would get in there and say, "Well, I think Green River, once they became Soundgarden..." I was so angry about being taken advantage of sexually, being overlooked intellectually. A lot of Exile in Guyville was about an "I'll show them." That was a major emotion in my life, pent up for a long time. Even when I was young at dinner tables with the extended family, listening to the men argue and the women sort of sit there — that's just the way it was back then.

At what point did you realize you had matched up 18 songs? It was conscious the entire time. A lot of the songs I had already and I'd put them into slots and move them around. I remember when I got "Fuck and Run" for "Happy" I was like, OK, this totally, totally works. But stuff would shift, then I had to write a few. You know how they say in a fiction novel it doesn't have to accurate for the world as long as it's internally consistent? I was making a very internally consistent piece and I didn't have anyone else's head in my head. So as crazy as it was, it made perfect sense to me and it was satisfying.

Can you talk about how "Help Me Mary" relates to "Rip This Joint"? "Rip This Joint" is totally about their lifestyle and I'm like, sitting in the apartment when these rock stars come in being like, and look at the mess you make, I feel extremely uncomfortable with you here. It was Nash [Kato] and Blackie [Onassis] and all those guys from Urge Overkill and Material Issue and stuff. I'm like, did you guys not realize how you impact me? "Soul Survivor" is such a song about like, coming through on the other end, battered, bashed, but kind of at peace with it. And so is the last song on my record. It's sort of saying, all right, I understand my part in this, and I don't really understand it either. The first song is an accusation and the last song is yes, I've played a part in this too.

I thought I heard the harmonica reference from "Sweet Virginia" at the end of "Divorce Song." Is that the song it corresponds to? 'Cause no, I would do it song by song. "Turd on the Run" is "Girls, Girls, Girls," and that to me was like, if you're a turd on the run and you can get away with it, well look what I can get away with. It's sort of like I did "Fergalicious" before Fergie did it. I get away with murder… that was my response.

But there are definite musical allusions in addition to the lyrical questioning and answering, right? We tried to sound Stonesy. Don't forget there was Brad Wood and Casey Rice involved in this and they knew my whole deal with the song by song. They were down with it, so they were completely coming at it, not emotionally, but in terms of musical reference. I wasn't out there going, I think that tone is a little muddy — they were doing that. They were the ones creating the Stonesy sound and Brad was extremely meticulous about his drumming, he'd be like, this is the way, four on the floor, it's a straight-ahead beat, he would talk, talk, talk about what the Stones did. They were pulling plenty of weight making it sound the way it did, but really it just sounds like an indie record. They were using as much of their fantasy as I was. God love 'em, they took my crazy idea. And I've never since worked with a producer who was so respectful of my crazy vision and help me make it better than Brad.

What about "Tumbling Dice" matching up with "Never Said"? Oh, that was a big one, I remember thinking the most important song happens at the fifth song. Because in my mind "Tumbling Dice" is the big radio hit. I was like, I need to do the big radio hit there, which is funny because "Never Said" ended up being the radio hit off that record for me, and I don't think Matador would have gone with that just because I said so. I think that was the natural song to play on the radio and make the video for. "Never Said" was one of those times where I was showing I could be just as unaccountable. "Tumbling Dice" is really about, again, I'm picturing all the guys from Urge Overkill, hey man, you may get to go home with me tonight, you may not. I may show up at the bar and be available, and I might not. You gotta roll me and see how it's going to roll. I was playing that same game. "I don't know what you're talking about, I never said nothing, you can't pin that on me." I was playing the female version. Most women don't spend their lives sitting in bars maybe going home with people, but we often spend our lives socially networking, "No, I never said that about you behind your back!"

And "Flower" is your response to "Let It Loose." He's saying let it loose, stop being an uptight girl from the suburbs and I'm like, really, OK, here you go, here's what's in there! I had part of that song beforehand and I developed it. I had the roundabout thing and I wrote the rap at school thinking about this boy with these beautiful lips.

Have you ever met the Stones? Yes, I met Mick at the A&M studios in Los Angeles. It was, five, six years ago, and they were doing a listening party and it was such a big deal. I was working with John Shanks and he was like, you want to meet him? We go back to meet him and I swear to God, John must have said something like, this is the woman that did the Exile in Guyville thing, and Mick gave me this look as if to be like, "Yeah, all right, I'll let you off the hook this time for completely making a name for yourself off our name, but don't think I don't know." It was very clear they live in some second dimension where little tiny people like me don't exist and as far as he understood it he was going to forgive me because I was so charming for using their name to further my own. I wasn't mad. He's Mick!

Aside form the lyrics and music, were you inspired by the Exile on Main Street album art when considering how to approach the Guyville cover? For sure, 100 percent, I was thinking of all those black and whites of the freaks. I felt like the Stones were more identified with freaks, even though they were rock stars at the time, like that was more the circus of their lives and how life looked to them. When you're doing drugs and living at night and living outside normal society like I was too at that time, everything does look freakish and circus-like and you feel like a freak and that's what I took that to mean. And when I did that picture of myself it was very important to me too that it had that freakish aspect, that exposure. But then again, that was also helped along by Nash telling me, what do you want me to do?

Theirs is collage of tiny others and yours is a blow-up of you. So it's kind of the inverse. I hadn't thought about that. It totally is. That would be my freak side. At the time I was such a little suburban... you know. I didn't walk around like that at all. I was getting my freak flag on.